Empresaria : 2023 Notice of AGM

NOTICE OF ANNUAL GENERAL MEETING 2023

Empresaria Group plc

(Registered in England and Wales with company number 3743194)

This notice of meeting is important and requires your immediate attention.

If you are in any doubt as to the contents of this document and/or the action you should take, you are recommended to consult an independent adviser authorised under the Financial Services and Markets Act 2000.

If you have sold or transferred all of your shares in Empresaria Group plc ("Company"), please send this notice and all accompanying documents as soon as possible to the purchaser or transferee, or to the stockbroker, bank or other agent through or to whom the transfer was effected so that they can be passed on to the person who now holds the shares.

Voting by proxy will be the only method available for voting at the Annual General Meeting ("AGM") and so shareholders are encouraged to submit their votes, in respect of the business to be discussed, via proxy as early as possible. You will not receive a Form of Proxy for the AGM in the post. Instead, you can submit your proxy vote online at www.signalshares.com. To register, you will need your Investor Code, which can be found on your share certificate. Once logged on, click on the 'Vote Online Now' button to vote. Proxy votes should be submitted as early as possible and, in any event, to be received by no later than 1.00 p.m. on Friday 19 May 2023.

Submission of a proxy appointment will not prevent you from attending and voting at the AGM in person should you wish to do so. In the event that you do require a hard copy proxy form, please contact our Registrars, Link Group, whose details can be found in the notes to this Notice.

Should any shareholders wish to attend the AGM in person, they should contact [e-mail]. If you wish to follow the AGM online, you will need to register for the webinar on the Investor Meet Company platform at www.investormeetcompany.com/empresaria-group-plc/register-investor.

2	Empresaria Group plc
Notice of Annual General Meeting 2023

Notice of Annual General Meeting

Notice is hereby given that the 2023 Annual General Meeting ("AGM") of Empresaria Group plc ("Company") will be held at Old Church House, Sandy Lane, Crawley Down, Crawley, West Sussex RH10 4HS on Tuesday 23 May 2023 at 1.00 p.m. Please refer to the first page of this notice for details on the arrangements for attending the AGM.

You will be asked to consider and, if thought fit, pass the following resolutions ("Resolutions"). Resolutions 1 to 12 will be proposed as ordinary resolutions and Resolutions 13 and 14 will be proposed as special resolutions.

Ordinary Business

Resolution 1: Report and accounts

That the audited financial statements of the Company for the year ended 31 December 2022, together with the directors' report and the auditor's report on those financial statements be received.

Resolution 2: Directors' remuneration report

That the directors' remuneration report for the year ended 31 December 2022 be approved.

Resolution 3: Declaration of dividend

That a final dividend for the year ended 31 December 2022 of 1.4p per ordinary share of 5p each in the capital of the Company

("Ordinary Share") payable on 15 June 2023 to shareholders who are on the register of members of the Company on 26 May 2023 be declared.

Resolution 4: Re-election of director

That Penny Freer be re-elected as a director of the Company.

Resolution 5: Re-election of director

That Zach Miles be re-elected as a director of the Company.

Resolution 6: Election of director

That Steve Bellamy be elected as a director of the Company.

Resolution 7: Election of director

That Ranjit de Sousa be elected as a director of the Company.

Resolution 8: Re-election of director

That Rhona Driggs be re-elected as a director of the Company.

Resolution 9: Re-election of director

That Tim Anderson be re-elected as a director of the Company.

Resolution 10: Re-appointment of auditor

That CLA Evelyn Partners Limited be re-appointed as auditor of the Company to hold office from the conclusion of the AGM until the conclusion of the next general meeting of the Company at which accounts are laid before the Company.

Resolution 11: Remuneration of auditor

That the directors be authorised to determine the remuneration of the auditor.

Special Business

Resolution 12: Directors' authority to allot securities

That, in substitution for any equivalent authorities and powers granted to the directors prior to the passing of this Resolution 12, the directors be and they are generally and unconditionally authorised pursuant to section 551 of the Companies Act 2006 ("Act"):

1. to exercise all powers of the Company to allot shares in the Company, and grant rights to subscribe for or to convert any security into shares of the Company (such shares, and rights to subscribe for or to convert any security into shares of the Company being "relevant securities") up to an aggregate nominal amount of £1,144,420 such amount to be reduced by the nominal amount of any allotments or grants made under paragraph (b) of this Resolution 12 in excess of £1,144,420; and further
2. to allot equity securities (as defined in section 560 of the Act) up to an aggregate nominal amount of £1,660,470 (such amount to be reduced by the nominal amount of any allotments or grants made under paragraph (a) of this Resolution 12) in connection with an offer by way of rights issue:
3. 1. in favour of holders of Ordinary Shares, where the equity securities respectively attributable to the interests of all such holders are proportionate (as nearly as practicable) to the respective number of Ordinary Shares held by them; and
   2. to holders of any other equity securities as required by the rights of those securities or as the directors otherwise consider necessary,

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Notice of Annual General Meeting 2023

but subject to such exclusions or other arrangements as the directors may deem necessary or expedient to deal with treasury shares, fractional entitlements or legal, regulatory or practical problems arising under the laws or requirements of any overseas territory or by virtue of shares being represented by depository receipts or the requirements of any regulatory body or stock exchange or any other matter whatsoever, provided that, unless previously revoked, varied or extended, this authority shall expire on the earlier of the close of business on 31 July 2024 and the conclusion of the next Annual General Meeting of the Company, except that the Company may at any time before such expiry make an offer or agreement which would or might require relevant securities to be allotted after such expiry and the directors may allot relevant securities in pursuance of such an offer or agreement as if this authority had not expired.

Resolution 13: Disapplication of pre-emption rights

That, if Resolution 12 is passed, the directors be and they are empowered pursuant to section 570(1) of the Act to allot equity securities (as defined in section 560(1) of the Act) of the Company wholly for cash pursuant to the authority of the directors under section 551 of the Act conferred by Resolution 12, and/or by way of a sale of treasury shares for cash (by virtue of section 573 of the Act), in each case as if section 561(1) of the Act did not apply to such allotment provided that:

1. the power conferred by this Resolution 13 shall be limited to:
2. 1. the allotment of equity securities and sale of treasury shares for cash in connection with an offer of, or invitation to apply for, equity securities (but in the case of the authority granted under paragraph (b) of Resolution 12, by way of a rights issue only):
   2. 1. in favour of holders of Ordinary Shares, where the equity securities respectively attributable to the interests of all such holders are proportionate (as nearly as practicable) to the respective number of Ordinary Shares held by them; and
      2. to holders of any other equity securities as required by the rights of those securities or as the directors otherwise consider necessary,

but subject to such exclusions or other arrangements as the directors may deem necessary or expedient to deal with treasury shares, fractional entitlements or legal, regulatory or practical problems arising under the laws or requirements of any overseas territory or by virtue of shares being represented by depository receipts or the requirements of any regulatory body or stock exchange or any other matter whatsoever; and

1. 1. in the case of the authority granted under paragraph (a) of Resolution 12 and/or in the case of any sale of treasury shares for cash, the allotment, otherwise than pursuant to paragraph (a)(i) of this Resolution 13, of equity securities or sale of treasury shares up to an aggregate nominal value equal to £249,265 and
2. unless previously revoked, varied or extended, this power shall expire on the earlier of the close of business on 31 July 2024 and the conclusion of the next Annual General Meeting of the Company except that the Company may before the expiry of this power make an offer or agreement which would or might require equity securities to be allotted (and treasury shares to be sold) after such expiry and the directors may allot equity securities (and sell treasury shares) in pursuance of such an offer or agreement as if this power had not expired.

Resolution 14: Authority to purchase shares (market purchases)

That in accordance with the Act the Company be and is generally and unconditionally authorised for the purposes of section 701 of the Act to make market purchases (within the meaning of section 693(4) of the Act) of Ordinary Shares on such terms and in such manner as the directors may from time to time determine, provided that:

1. the maximum number of Ordinary Shares authorised to be acquired is 2,492,600;
2. the minimum price which may be paid for each Ordinary Share is 5 pence (exclusive of all expenses);
3. the maximum price which may be paid for each Ordinary Share is the higher of the amount equal to 105 per cent of the average of the middle market quotations, or the market values, for an Ordinary Share as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the Ordinary Share is purchased and the amount stipulated by article 5(1) of the Buy-back and Stabilisation Regulation 2003 (in each case exclusive of expenses); and
4. the authority hereby conferred shall, unless previously revoked or varied, expire on the earlier of the close of business on 31 July 2024 and the conclusion of the next Annual General Meeting of the Company save in relation to purchases of Ordinary Shares the contract for which was concluded before the expiry of this authority and which will or may be executed wholly or partly after such expiry, where the Company may make a purchase of Ordinary Shares in pursuance of any such contract.

All previous unutilised authorities for the Company to make market purchases of Ordinary Shares are revoked, except in relation to the purchase of Ordinary Shares under a contract or contracts concluded before the date of this Resolution 14 and where such purchase has not yet been executed.

Registered Office:	By order of the Board
Old Church House
Sandy Lane	James Chapman
Crawley Down	Company Secretary
Crawley
West Sussex RH10 4HS	20 April 2023
Registered in England and Wales No: 3743194

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Notice of Annual General Meeting 2023

Notes

1. Attendance and voting

1. Please read the AGM arrangements set out on the cover page of this Notice of AGM.
2. Members are encouraged to submit their proxy vote electronically at www.signalshares.com. On the home page, search "Empresaria Group plc" and then register or log in, using your Investor Code. To submit your proxy vote at the AGM, click on the "Vote Online Now" button by not later than 1.00 p.m. on Friday 19 May 2023 (or 48 hours (excluding weekends and public holidays) before the time appointed for any adjournment of it). Proxy votes should be submitted as early as possible and in any event to be received by not later than 1.00 p.m. on Friday 19 May 2023 (or 48 hours (excluding weekends and public holidays) before the time appointed for any adjournment of it).
3. Please note there will be no voting via electronic facilities on the day and voting via proxy is the only method available for voting at this year's AGM.

2. Proxy appointments

1. All shareholders are encouraged to appoint the Chair of the meeting as their proxy.
2. To be effective, the proxy vote must be submitted at www.signalshares.com so as to have been received by the Company's Registrars by not later than 1.00 p.m. on Friday 19 May 2023 (or 48 hours (excluding weekends and public holidays) before the time appointed for any adjournment of it).
3. Any power of attorney or other authority under which the proxy is submitted must be sent to the Company's Registrars (Link Group, PXS1, Central Square, 29 Wellington Street, Leeds, LS1 4DL) so as to have been received by the Company's Registrars by not later than 1.00 p.m. on Friday 19 May 2023 (or 48 hours (excluding weekends and public holidays) before the time appointed for any adjournment of the AGM).
4. If a paper form of proxy is requested from the Company's Registrars, it must be completed and sent to the Company's Registrars (Link Group, PXS1, Central Square, 29 Wellington Street, Leeds, LS1 4DL) so as to have been received by the Company's Registrars by not later than 1.00 p.m. on Friday 19 May 2023 (or 48 hours (excluding weekends and public holidays) before the time appointed for any adjournment of the AGM).
5. If a member appoints more than one proxy to attend the meeting, each proxy must be appointed to exercise the rights attached to a different share or shares held by the member. If a member wishes to appoint more than one proxy they may do so at www.signalshares.com and if paper proxy forms are required, the member should contact the registrars' helpline between 9.00 a.m. - 5.30 p.m., Monday to Friday excluding public holidays in England and Wales on 0371 664 0300. Calls are charged

at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. You may request a paper proxy by email at [e-mail].

2.6 Submission of a proxy vote shall not preclude a member from attending at the meeting in respect of which the proxy is appointed or at any adjournment thereof. However, as voting via proxy is the only method available for voting at this year's AGM, there will not be the ability to terminate your proxy appointment(s) by voting in person at the AGM.

3. Regulation 41 of the Uncertificated Securities Regulations 2001

The Company, pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, specifies that only those members registered in the register of members of the Company as at close of business on Friday 19 May 2023 (or, if the AGM is adjourned, two working days before the time fixed for the adjourned AGM) shall be entitled to attend or vote at the AGM in respect of the number of shares registered in their name at that time. Any changes to the register of members after such time shall be disregarded in determining the rights of any person to attend or vote at the AGM.

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Notice of Annual General Meeting 2023

4. Electronic proxy appointment through CREST

1. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the AGM and any adjournment(s) thereof by using the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
2. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & International Limited's
   ("Euroclear") specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or relates to an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer's agent (ID RA10) by the latest time(s) for receipt of proxy appointments specified in this Notice of AGM. For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
3. CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred in particular to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
4. The CREST Manual can be reviewed at www.euroclear.com.
5. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

5. Corporate Representatives

A member which is a corporation or other organisation not having physical presence cannot attend in person but can appoint someone to represent it. This may be done in one of two ways: either by the appointment of a proxy (described in the notes above) or of a corporate representative. Members considering the appointment of a corporate representative should check their own legal position, the Company's articles of association and the relevant provisions of the Act.

6. Joint Holders

In the case of joint holders of shares, the vote of the first named in the register of members who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of other joint holders.

7. Total voting rights

As at 17 April 2023 (being the latest practicable date prior to publication of this Notice of AGM) the Company's issued share capital consists of 49,853,001 Ordinary Shares, carrying one vote each. 38,800 Ordinary Shares are held by the Company in treasury. Therefore, the total voting rights in the Company as at 17 April 2023 is 49,814,201.

8. Documents on display

Copies of the following documents are available on request:

1. the service contracts of the executive directors under which they are employed by the Company;
2. letters of appointment (and other related documents) of the non-executive directors; and
3. a copy of the Company's articles of association.